Incorporation of a Swiss Corporation (AG) - compact document set

PricewaterhouseCoopers AG

Date: March 25, 2021

This set of documents is required for the incorporation (Cash) of a corporation (Aktiengesellschaft or AG) in Switzerland.

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Author's Note

This set of documents is required for the incorporation (Cash) of a corporation ( Aktiengesellschaft or AG) in Switzerland. The corporation is entered in the commercial register of the place at which it has its registered office. Through a single interview, you will be able to create: Articles of association; Circular resolution of the Board of Directors; Acceptance letters and signature sheets for members of the Board of Directors; Signature sheets for officers; Application to the commercial register; Letter to the commercial register; and Share register. This set of documents does not include certain other documents which are required to complete the registration (see below). Overview of the procedure for a cash incorporation of a corporation (AG) Step 1: Preparation of required documents, confirm availability of desired company name. It is possible to ask the commercial register to carry out a preliminary examination of...

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This set of documents is required for the incorporation (Cash) of a corporation (Aktiengesellschaft or AG) in Switzerland. The corporation is entered in the commercial register of the place at which it has its registered office.

Through a single interview, you will be able to create:

Articles of association;
Circular resolution of the Board of Directors;
Acceptance letters and signature sheets for members of the Board of Directors;
Signature sheets for officers;
Application to the commercial register;
Letter to the commercial register; and
Share register.

This set of documents does not include certain other documents which are required to complete the registration (see below).

Overview of the procedure for a cash incorporation of a corporation (AG)

Step 1: Preparation of required documents, confirm availability of desired company name.

It is possible to ask the commercial register to carry out a preliminary examination of the documents prepared, which may take up to seven business days. The share capital of the company must be paid into a blocked account and a confirmation from the bank obtained. Unless the corporation is eligible for a limited audit (in which event there must be a vote and an opt-out declaration must be provided), an independent auditor must be appointed.

Step 2: Contact a notary and provide all necessary documents to allow preparation of the public deed. At the founders meeting, all founding members must be present or represented by proxy.

Step 3: File the public deed including the signed application form and other required documents with the commercial register at the corporation’s domicile. Subject to completeness and legal conformity, the corporation should be established within the next 7 business days. Do not forget to order a certificate of registration.

Circumstances of Use

This set of documents is intended for the cash incorporation of a Swiss corporation.

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Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong.

Exclusions and Limitations

This template allows for the creation of the documents listed above only. The following additional documents must also be filed with the commercial register:

To be provided by a notary:

Public deed regarding the establishment of the corporation

To be provided by the corporation:

Bank certificate of the blocked bank account to pay in share capital;
Stampa- and Lex-Friedrich-declaration (form available from the commercial register);
Acceptance letter of the auditor or opting out declaration by the corporation (form available from the commercial register);
Copy of passport or ID of each person who will be entered in the commercial register; and
Confirmation of domicile (if relevant).

Other Comments

If the corporation to be incorporated does not yet have a place of business in Switzerland, consider whether domiciliation services are required. A template Domiciliation Agreement is available separately.

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Frequently asked questions

(1) Articles of Association, (2) Circular Resolution Constitution, (3) Acceptance Letter and Signature Sheet, (4) Signature Specimen Officer, (5) Application Commercial Register, (6) Letter to the Commercial Register

The articles of association are the foundation of the Company and therefore the most important document. Other than customizing its content throughout the interview, there is no immediate action required on your end with regard to this document.

This document is required for the constitution of the Board, the granting of signatory powers, the definition of the business year and the establishment of a quota holders' register. This document has to be signed by all Board Members. No legalization is required.

The Chairman and each other Member of the Board of Directors have to accept their mandate, provide a specimen of signature, and will be entered in the Commercial Register. The signatures have to be provided in front of a notary. If the notarization is done by a non-Swiss notary, it has to be vested with an Apostille of the Hague (cross-border notarization).

All persons authorized to represent the Company have to be entered in the Commercial Register and provide a specimen of signature. The signatures have to be provided in front of a notary. If the notarization is done by a non-Swiss notary, it has to be vested with an Apostille of the Hague (cross-border notarization).

The application contains all information that will be entered into the Commercial Register. This document has to be signed by all Board Members. No legalization is required.

If you want to file you registration by mail, this document will provide you with an appropriate accompanying letter.

Share Register: You are not required to file the share register with the Commercial Register. But the Corporation is required by law to keep a share register after the incorporation. It tracks all changes with regard to shareholders and complies with new regulations regarding beneficial owners. It has to be kept in the corporate file. You may sign and date the share register as soon as the Corporation has been registered in the Commercial Register. No legalization is required.

In accordance with art. 56 of the Swiss Civil Code, the registered office or seat of a legal entity is located in the political municipality where its administration is carried out, unless its articles of association provide otherwise.

The purpose is stated in the articles of association and describes the specific field of activity of the Corporation. It has to be drafted with a certain clarity and precision, since it limits the right to represent the Corporation, among other things. The purpose drafted in English must not differ from the respective German version. The secondary purposes, which are already included in the pre-drafted Articles of Association, cover intra group financing, opening branch offices and subsidiaries, participating in other companies, managing its own real estate, and engaging in all commercial, financial or other operations which are appropriate to serve or to promote the development and the purpose of the Corporation.

AG signifies Aktiengesellschaft and is common in German speaking countries. SA stands for société anonyme and is the French counterpart.

In English, the relevant abbreviation is Ltd. Ltd stands for limited.

If the company does not have or does not want own offices, a domicile provider can offer a c/o-address and certain basic secretarial services to your incorporating Company.

The Board of Directors appoints its Chairman by signing the pre-drafted circular resolution. The function is vested with special duties like presiding over the board and shareholders' meetings or sign the share register. There are no restrictions in terms of nationality or residency requirements for the Chairman. However, the Corporation needs to have one person who is entitled to represent it and who is a legal resident of Switzerland. This person can either be a member of the Board of Directors or an Officer.

The Chairman is not required to be a shareholder of the Corporation. If he or she owns shares, he or she has to be registered in the share register.

(1) sole signature: A Member of the BoD with sole signatory power may solely represent the company

(2) joint signature by two: A Member of the BoD with joint signatory power by two may represent the company only with another representative that has sole or joint signatory power

(3) sole power of procuration: A Member of the BoD with sole power of procuration may act as a proxy for contracts within the purpose of the company.

(4) joint power of procuration by two: A Member of the BoD with joint power of procuration by two may act as a proxy for contracts within the purpose of the company only with another person that has sole signatory power or power of procuration.

(5) no signatory power or power of procuration: A Member of the BoD with no signatory power or no power of procuration may not represent the company or act as a proxy.

Important to consider: At least one representative with sole signatory power or two representatives with joint signatory power must reside in Switzerland.

Each (new) non-board member who is authorized to represent the Corporation has to be registered with the Commercial Register.

Beneficial Owner means the natural person for whom the shareholder is ultimately acting. In case there is a different beneficial owner, this information must be provided in detail.

The minimum share capital is CHF 100,000. There is no maximum.

At least 20% of the nominal value of each share needs to be paid up, whereby at least a total amount of CHF 50,000 needs to be paid up at the time of incorporation. However, it is recommended to pay up 100% of the nominal value of each share. If the share capital is not fully paid up, the following restrictions apply: (a) The corporation may at any time require payment of the unpaid amount. (b) The transfer of partially paid up shares requires prior consent of the corporation, and the transferor may be liable for the unpaid amount.

The articles of association may stipulate that registered shares may be transferred only with the consent of the Corporation. This restriction also applies to the establishment of a usufruct.

The pre-drafted articles of association entitle the Board of Directors to determine the financial year by signing the pre-drafted circular resolution. For fiscal reasons, the first financial year (starting with the incorporation) can be short or over long. For example, an over long financial year might allow the Company to accumulate tax deductions.

The corporation must be registered in the commercial register where the corporation's registered office is located.

The Corporation is established when the founder members at the founders’ meeting declare by public deed that they are forming the Corporation, lay down the articles of association therein and appoint the governing bodies.

Yes, with some exceptions.

Swiss law foresees two different types of audit obligations depending on the thresholds mentioned below. Under certain conditions, a company may choose to opt-out of such audit obligations.

I. Ordinary audit: The following companies must submit their annual financial statements and, if applicable, their consolidated financial statements to an auditor for an ordinary audit:

1. Public companies, i.e. companies: a) whose equity instruments are quoted on a stock exchange; b) that have issued bonds; c) that contribute at least 20 % to the assets of the turnover of the consolidated financial statements of a company in the sense of 1. a) or b) above.

2. Companies exceeding two of the following thresholds in two consecutive business years: a) balance sheet total of CHF 20 million, b) revenues of CHF 40 million, c) annual average of 250 full-time employment positions;

3. Companies that are obligated to establish consolidated financial statements.

II. Limited audit: If the above-mentioned prerequisites of an ordinary audit are not met, the company shall submit its annual financial statements to an auditor for a limited audit.

III. Opting-out: A company is entitled to fully opt-out and be released from the obligation to appoint an auditor if the three following requirements are fulfilled:

1. The company meets the requirements to conduct only a limited audit;

2. The consent of all shareholders is given; and

3. The company does not have an average annual number of full-time employment positions higher than ten.

Important to consider: if an audit takes place, the acceptance letter of the auditor is required for the application. If no audit is performed, the opting out declaration for the audit is required for the application (form is provided by the Commercial Register).

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On September 3rd 2018, FINMA published a new fact sheet on dealing with virtual currencies, such as "Bitcoin". The fact sheet provides information on licensing requirements under financial market law and risks associated with the blockchain technology. This technology makes it possible to manage monetary units of virtual currencies in a computer...

Liechtenstein publishes draft of the new Blockchain Act

On 28 August 2018, the Ministry for General Government Affairs and Finance of Liechtenstein published the consultation report on the new Blockchain Act. The new law aims to strengthen the legal certainty for users and service providers in order to further promote the positive development of the "token economy" in Liechtenstein and, at the same...

FINMA opens consultation on AMLO-FINMA

In mid-June 2018, the Parliament decided to create a new licence category in the Banking Act to promote innovation in the financial markets sector. On August 28th 2018, the Swiss Financial Market Supervisory Authority FINMA opened a consultation of the revised AMLO-FINMA until the 26th October 2018.

Avoiding the pitfalls to launch a successful ICO in Switzerland

In this blog post we look at initial coin offerings: what they are, how they work, and the things to bear in mind if you’re intending to launch an ICO that raises funds and does your reputation good.

What FinSA and FinIA mean for Swiss financial institutions

This brochure has been made available by PwC Legal to give you an overview of the main issues and of the initial effects, with the intention of helping you get an overall view of the ways in which the Swiss financial market is regulated and of the next steps to be expected.

The new European rules for securitisations

The EU has enacted a new set of regulations applicable to securitisations and a more specific framework for simple, transparent, and standardised securitisations (“Regulation”).

EU Benchmarks Regulation and Market Impact as of 1 January 2018

The new EU Benchmarks Regulation (BMR) was published in June 2016 and introduces new compliance requirements for benchmark administrators, contributors, a12345nd users, with regard to interest rate, foreign exchange, security, commodity, and other benchmarks used in financial transactions.

Latest Level 3 ESMA Q and As related to MiFID II-MiFIR

ESMA published and updated in the last couple of days additional Level 3 Q&A papers. Due to the specification and clarification purposes of the Level 3 papers, this should help you during and after the implementation phase and could clarify open questions.

FINMA publishes partially revised circular on "video and online identification”

From 13 February 2018 to 28 March 2018 the Swiss Financial Market Supervisory Authority FINMA conducted a public hearing on the draft of the partially revised FINMA Circular 2016/7 "Video and online identification". FINMA published the partially revised circular on 17 July 2018. The aim of the partial revision is to adapt the Circular to the...

New updates on the safe-keeping duties for depositaries of Alternative Investment Funds

The European Commission has published a draft delegated regulation proposing to amend the Delegated Regulation (EU) No 231/2013 to the Alternative Investment Fund Managers Directive (AIFMD) as regards safe-keeping duties of depositaries for Alternative Investment Funds (AIFs). The newly proposed obligations would address depositaries and...

FinSA and FinIA: Differences resolved between the National Council and the Council of States

On 12 June 2018, the National Council resolved the last differences on the Financial Services Act (FinSA) and the Financial Institutions Act (FinIA). Thus, the FinSA and the FinIA are ready for the final votes, which will take place on Friday, 15 June 2018.

Get up to Speed on the EEA Agreement Amendment

On 31 May 2018 the EEA Joint Committee reached a decision without reservation regarding the implementation of Solvency II Level 2 and EMIR Level 2 frameworks. Thus, as of 1 June 2018, the EMIR and Solvency II Level 2 delegated acts are applicable to Liechtenstein, Norway and Island.

EMIR Transaktionsreporting und Solvency II in Liechtenstein Go Live – Kommen Sie auf den neusten Stand bzgl. der EWR Vertragsergänzung

Am 31. Mai 2018 beschloss der gemeinsame EWR-Ausschuss die vorbehaltslose Implementation der Solvency II Level 2 und der EMIR Level 2 delegierten Rechtsakte. Folglich wurden per 01. Juni 2018 die EMIR und Solvency II Level 2 Rechtsakte in Liechtenstein, Norwegen und Island anwendbar.

FinIA and FinSA on the right track

On 29 May 2018, the National Council passed its resolution on the Financial Services Act (FinSA) and the Financial Institutions Act (FinIA). Shortly thereafter, on 4 June 2018, the Council of States discussed about FinSA and FinIA and resolved the following differences:

FINSA and FINIA: Only few differences remaining

On Tuesday 29 May 2018, the National Council discussed again about the Financial Services Act (FinSA) and the Financial Institutions Act (FinIA). After the resolution of the National Council a few differences remain to the text approved by the Council of State.

How tightened corruption laws affects compliance management systems

With the revision of the Criminal Law on Corruption, the criminal responsibility of companies and their management is gaining in importance.

Switzerland introduces the clearing obligation for certain derivatives for FC+ and NFC+

The Swiss Financial Market Supervisory Authority FINMA has recently announced that it will introduce the clearing obligation, meaning to clear certain derivatives over central counterparties, under the Swiss Financial Market Infrastructure Act (FMIA) that are traded by counterparties having the status of either an FC+, meaning large Financial...

A primer on cryptocurrencies trading regulation in Switzerland

This primer seeks to give an overview of the key obligations under Swiss regulatory laws related to cryptocurrencies and asset management related to cryptocurrencies.

Initial coin offerings (ICOs) in Liechtenstein

An initial coin offering (ICO) or a token sale is when a company sells a predefined number of digital tokens to the public in a limited period of time. The ICO market has grown very rapidly in recent months and has been a new avenue for blockchain-based start-ups and projects to get the funding needed to launch their projects.

Partial entry into force of the Swiss DLT-act

On 1 February 2021, the parts of the Swiss DLT-act that introduce ledger-based securities (i.e. register uncertificated securities) to Swiss law have entered into force. The remaining provisions of the DLT-act will enter into force on 1 August 2021.

The E-ID Act from a data protection perspective

On 7 March, the E-ID Act will be put to the vote in Switzerland. Especially in the area of data protection, opponents and supporters disagree on the extent to which the introduction of the law would cause problems.

Platform Economy: Prepare for the future and outshine with an online matchmaker

Platform business models has changed how businesses are conceptualised and conducted. Interested to know more about the value of a platform business model?

A unique opportunity to become a responsible business role model

With the narrow rejection of the Swiss Responsible Business Initiative (RBI), Swiss companies will have the challenge of aligning with stricter, EU-inspired standards in terms of corporate disclosure and sectoral human rights due diligence. In this blog post we explain how you can take the reins and become best in class – and why the current...